Mergers and Acquisitions

Date: 2018-07-24

Type of information: Company acquisition

Acquired company: Zavante Therapeutics (USA - CA)

Acquiring company: Nabriva Therapeutics (Ireland)

Amount: up to $ 97.5 million

Terms:

• On July 24, 2018, Nabriva Therapeutics announced that it has acquired Zavante Therapeutics, a biopharmaceutical company focused on developing novel therapies to improve the outcomes of hospitalized patients, for upfront consideration of approximately 8.2 million of Nabriva Therapeutics’ ordinary shares (which includes an indemnity holdback) to Zavante Therapeutics’ former stockholders upon completion of the acquisition. In addition, Zavante Therapeutics’ former stockholders are eligible to receive up to $97.5 million upon the achievement of specified regulatory and commercial milestones, which subject to approval by Nabriva Therapeutics’ shareholders and specified limitations, may be settled in Nabriva Therapeutics’ ordinary shares.

Nabriva Therapeutics’ ordinary shares issued upon completion of the acquisition, together with shares that may be issuable upon release of an indemnity holdback, constitute approximately 19.9% of Nabriva Therapeutics’ ordinary shares outstanding as of immediately prior to completion of the acquisition.

WilmerHale LLP acted as legal advisor to Nabriva Therapeutics, and Latham & Watkins LLP acted as legal advisor to Zavante Therapeutics, in connection with the acquisition. Bank of America Merrill Lynch acted as the financial advisor to Zavante. Wedbush PacGrow acted as an advisor to Nabriva’s Board of Directors and provided a fairness opinion.

Upon closing of the acquisition, Mr. Schroeder was appointed as chief executive officer of Nabriva Therapeutics to succeed Dr. Broom, and Mr. Schroeder’s employment agreement with Nabriva Therapeutics provides that he will be appointed to Nabriva Therapeutics’ board of directors effective immediately following Nabriva Therapeutics’ 2018 Annual General Meeting of Shareholders, scheduled to be held on August 1, 2018. Dr. Broom will continue to serve on Nabriva Therapeutics’ board of directors and will work closely with Mr. Schroeder and the management team as a consultant.

Prior to serving as president, CEO, founder and director of Zavante Therapeutics, Mr. Schroeder co-founded Cadence Pharmaceuticals and served as president, CEO and a member of the board of directors until the company’s acquisition by Mallinckrodt Pharmaceuticals in 2014 for $1.4 billion. He had also held several roles at Elan Pharmaceuticals including senior vice president of North American sales and marketing, and vice president and general manager of the hospital products business unit – a role he also held at Dura Pharmaceuticals before its acquisition by Elan. In this position, he was responsible for overseeing commercialization of a number of successful IV anti-infectives including Maxipime™, Azactam™ and Ablecet™. Earlier in his career, Mr. Schroeder held a number of hospital-related sales and marketing positions with Bristol-Myers Squibb. He currently serves on the board of Cidara Therapeutics, Otonomy and Collegium Pharmaceutical.

Upon closing of the acquisition, Dr. Steven Gelone, Nabriva’s Chief Scientific Officer and Vice President, Business & Corporate Development, has been named President and Chief Operating Officer of Nabriva, reporting to Mr. Schroeder. Along with his current responsibilities, Dr. Gelone will oversee Nabriva’s Technical Operations and Quality organizations. Dr. Gelone joined Nabriva in December 2014.

Details:

Zavante Therapeutics is a biopharmaceutical company focused on developing novel therapies to improve the outcomes of hospitalized patients. Its lead product, Contepo™ (fosfomycin for injection, previously referred to as ZTI-01 and Zolyd), is a novel, potentially first-in-class in the United States, intravenous investigational antibiotic. It is in development to treat serious infections, including those caused by multi-drug resistant Gram-negative and Gram-positive bacteria. Outside of the United States, IV fosfomycin has been used broadly for over 45 years to treat a variety of indications, including complicated urinary tract infections (cUTIs) and other serious bacterial infections. In recent years, IV fosfomycin has seen increasing use for treatment of serious infections caused by MDR Gram-negative bacteria.

Zavante has been developing Contepo™ with the objective of establishing this drug as a standard of care in the United States for hospitalized patients with serious infections caused by suspected or confirmed MDR bacteria. Zavante has completed a pivotal Phase 2/3 clinical trial (ZEUS™) with respect to Contepo™ for the treatment of cUTIs and has initiated a pediatric clinical trial. In April 2017, Zavante announced that Contepo™ met the primary endpoint of statistical non-inferiority to piperacillin/tazobactam in the ZEUS™ clinical trial in patients with cUTI, including acute pyelonephritis (AP). Contepo™ has been granted Qualified Infectious Disease Product (QIDP) and Fast Track designations by the FDA in several indications, including cUTI. Nabriva Therapeutics expects to file a New Drug Application (NDA) utilizing the FDA’s 505(b)(2) pathway in the fourth quarter of 2018.

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